Committees

Two committees assist the board of directors, the audit committee and the appointments and remuneration committee.

Audit committee

As of August 2024, the audit committee is composed of three directors, of which two independent directors. The three members of the audit committee have a collective expertise in the area of Roularta Media Group’s activities: see article 7:99 of the Companies and Associations Code.

The chairman of the audit committee, Mr Rik Vanpeteghem, has the necessary expertise on matters that fall within the competence of the audit committee. This is evidenced, among other things, by the professional experience Mr Vanpeteghem gained during his active career within Deloitte Belgium.

The audit committee met four times in 2023. During these meetings, the audit committee has exercised control over the integrity of the company’s financial information, closely monitored the activities of both the external and internal auditor and, if it felt it was necessary to do so, made recommendations on this matter to the board of directors.

At the invitation of the chairman, the audit committee was attended by the statutory auditor, the CEO, the chairman of the board of directors and the CFO. The statutory auditor attended the meetings of the audit committee twice in 2023.

The chair of the audit committee reports to the board of directors after each audit committee meeting

Attendance at audit committee meetings in 2023:

Appointments and remuneration committee

The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remuneration committee. The appointments and remuneration committee is composed of a majority of independent, non-executive directors. Roularta Media Group deviates from principle 4.3 of the Corporate Governance Code, which prescribes that the appointments and remuneration committee should be composed of at least three directors.

The board of directors is of the opinion that the role and powers of the appointments and remuneration committee can be adequately fulfilled by two directors. The board of directors has also decided not to appoint a chair for this committee, since the committee only meets twice a year and the role of the chair of such a committee does not add any value. The appointments and remuneration committee has the necessary expertise in the field of remuneration policy: see article 7:100 of the Companies and Associations Code.

The CEO and the chairman of the board participate in the meetings of the appointments and remuneration committee in an advisory capacity (cf. article 7:100 of the Belgian Companies and Associations Code), except when the appointments and remuneration committee deliberates on the remuneration of the CEO. The HR director of the Group is also invited to attend the meetings of the appointments and remuneration committee.

The appointments and remuneration committee met twice during 2023. The main item on its agenda was: preparing the remuneration policy, drafting the remuneration report and reviewing the remuneration and bonus policy of the executive management and the nomination of the NV Cella as an administrator.

Attendance at appointments and remuneration committee meetings in 2023: